[INSITUFORM TECHNOLOGIES;INC. LOGO]
Worldwide Pipeline 702 Spirit 40 Park Drive Tel:(636) 530-8000
Rehabilitation Chesterfield, MO 63005-3700 Fax:(636) 530-8746
December 23, 2004
Mr. David Morris
1843 Kennet Place
St. Louis, MO 63104
It is indeed a pleasure to offer you the position of Vice President and General
Counsel for Insituform Technologies, Inc.
This letter outlines the details of
1. BASE SALARY: In accepting this position, you will be paid a base salary of
$17,500 per month ($210,000 annualized). Your base salary will be reviewed
on an annual basis by the Compensation Committee and Board of Directors of
2. ANNUAL INCENTIVE BONUS: In addition, you will be eligible for out
Management Annual Incentive program at a target rate of 40% of your annual
base pay. This is a discretionary incentive program, and the amount of
money available for incentive payments, if any, is determined by how well
the company meets specific financial targets. Full details of this plan
are provided in the enclosed incentive plan document. The amount and
criteria for your annual incentive bonus will be reviewed annually by the
3. LONG TERM INCENTIVES: You are eligible to participate in the Insituform
Long Term Incentive Plan (the "LTIP"). Currently, the
Company makes annual awards of stock options, restricted stock and
performance cash to LTIP participants at your level. The targeted annual
value of your total LTIP award is currently $180,000. The actual award
will be made in the first half of each calendar year. The total amount of
your award and the mix of award types will be subject to approval by the
Compensation Committee of the Board.
4. DEFERRED COMPENSATION: You are also eligible to participate in the Senior
Management Voluntary Deferred Compensation Plan (the "DCP"). Tax deferred
contributions may be made into the DCP after the maximum allowable
contribution (as defined by the IRS) has been made into ITI's 401(k) plan.
The first 3% of DCP contributions are matched by ITI at 100% and the next
2% are matched at a 50% rate. The maximum company match to both the 401(k)
and DCP together is $8,400 (for 2005).
5. ADDITIONAL BENEFITS:
a. You will be provided with a car allowance of $850.00 per month,
subject to adjustment in accordance with ITI's policy.
b. You will be provided with a cell phone allowance of $175.00 per
month, subject to adjustment in accordance with ITI's policy.
c. As an employee of Insituform, you are also eligible for our
comprehensive benefits programs as outlined on the enclosed benefits
summary. We provide a wide array of benefits for both you and your
family including a 401(k) plan, health, dental, life and disability
insurance. While the attached contains benefit eligibility and
overages, specifics will be provided in the plan documents you will
receive on your first date of employment. As with any company
benefits, these are subject to change with or without notice and
operate at the sole discretion of the company.
d. You will receive holidays in accordance with ITI's policy, and three
weeks vacation per year.
e. Severance: As Vice President and General Counsel, you will report to
the Chief Executive Officer and you will serve at the pleasure of
the ITI Board of Directors; however, if your employment is
terminated by ITI for reasons other than "cause" (as defined below)
during your first 24 months of employment, you will receive, upon
such termination, a severance payment equal to twelve months' base
salary, car allowance, medical/dental benefits, and reasonable
The amount of "base salary" will be calculated as the product obtained by
multiplying (i) the number of months of severance you are entitled by (ii)
your highest monthly base salary during the twelve months prior to your
"Cause" shall be defined as:
(i) Your willful and continued failure to perform substantially your
duties with ITI or any of its affiliates (other than failure
resulting from incapacity due to physical or mental illness), after
a written demand for substantial performance is delivered to you by
the Chairman of the Board of Directors which specifically identifies
the manner in which the Board of Directors believes that you have
not substantially performed your duties; or
(ii) Your willful engaging in illegal conduct or gross misconduct which
is materially and demonstrably injurious to ITI, whether or not
sub-sequentially discontinued or corrected; or
(iii) Your conviction of a crime other than misdemeanor traffic offenses
or commission of an act of moral turpitude; or
(iv) Your inability to report to work for a period of four months or
Cessation of employment shall not be deemed for "cause" unless and until
there shall have been delivered to you a copy of a resolution duly adopted
by the affirmative vote of on less than majority of the entire membership
of the Board of Directors, finding that, in the good faith opinion of the
Board of Directors, you are guilty of the conduct described.
6. CONFIDENTIALITY AND NON-COMPETITION, DRUG TESTING AND BACKGROUND CHECK:
You must sign ITI's standard Employee Confidentiality, Work Product and
Non-Competition Agreement. Our offer of employment is contingent upon
verification of a satisfactory background check, the successful completion
of a pre-employment drug screen for controlled substances and evidence of
your US employment eligibility (I-9 Form). Your drug screening will be
paid for by Insituform and must be completed prior to your start date.
Please contact Jennifer Guinto at (636) 530-8068 within 24 hours of your
acceptance to arrange your drug screening.
This letter (and the terms of the plans, documents and standard agreements
referred to herein) contains the entire agreement of both parties with respect
to the subject matter hereof, and
supercedes any and all prior understanding, commitments and agreements with
respect thereto. The terms of this letter (but not the standard agreements
referred to herein) will expire when the severance provisions expire.
Your appointment as Vice President and General Counsel will not be effective
until your first date of employment with ITI as its executive office in
. We propose a start date on or about January 4, 2005.
If the above terms accurately reflect your understanding and agreement, please
sign this letter where indicated below along with the enclosed confidentiality
agreement. Please make one copy of each for your personal records and return the
originals to me acknowledging your acceptance.
/s/ Thomas S. Rooney, Jr.
Thomas S. Rooney, Jr.
President and Chief Executive Officer
Accepted and Agreed:
I accept the position of Vice President and General Counsel with Insituform
and the details of the position as outlined herein.
/s/ David F. Morris 12/31/04
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David F. Morris Date